ARTICLE I THE MERGER SECTION 1.01 The Merger. Upon the terms of this Agreement and subject to the conditions set forth in Article VII, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into...Merger Agreement • October 18th, 2002 • Hillman Co • Radio & tv broadcasting & communications equipment • Delaware
The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States. The securities represented hereby may not be offered or sold in the absence...Securities Purchase Agreement • October 18th, 2002 • Hillman Co • Radio & tv broadcasting & communications equipment • Delaware
REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT is made and entered into as of December 18, 2002 between the investor or investors signatory hereto (each an "Investor" and together the "Investors") and Superconductor Technologies...Registration Rights Agreement • December 19th, 2002 • Hillman Co • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT 3 VOTING AGREEMENT FOR CERTAIN STOCKHOLDERS OF SUPERCONDUCTOR TECHNOLOGIES INC.Voting Agreement • October 18th, 2002 • Hillman Co • Radio & tv broadcasting & communications equipment
Any such notice shall be effective (a) if delivered personally, when received, (b) if sent by overnight courier, when receipted for, and (d) if sent by facsimile, when confirmation of receipt upon receipt of transmission. 5.4 Severability. In case any one or more of the provisions contained in this Voting Agreement should be finally determined to be invalid, illegal or unenforceable in any respect against a party to this Voting Agreement, it shall be adjusted if possible to effect the intent of the parties. In any event, the validity, legality and enforceability of the remaining provisions contained in this Voting Agreement shall not in any way be affected or impaired thereby, and such invalidity, illegality or unenforceability shall only apply as to such party in the specific jurisdiction where such final determination shall have been made. 5.5 Agreement. This Voting Agreement and the documents and instruments referred to in this Voting Agreement embody the entire agreement and unders
EXHIBIT 2 SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT ADDITIONAL INVESTMENT These signature pages are dated as of October 25, 2002 and constitute a legally binding supplement to the Securities Purchase Agreement dated as of October 10, 2002...Securities Purchase Agreement • November 7th, 2002 • Hillman Co • Radio & tv broadcasting & communications equipment
EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of February 26, 1999, by and among Superconductor Technologies, Inc. a Delaware corporation (the "Company"), and the current holders (each a "Holder," and...Exchange Agreement • March 16th, 1999 • Hillman Co • Services-commercial physical & biological research • Delaware
EXHIBIT 2 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of September 2, 1998, by and among Superconductor Technologies Inc., a Delaware corporation, with headquarters located at 460 Ward Drive, Suite F, Santa...Securities Purchase Agreement • September 14th, 1998 • Hillman Co • Services-commercial physical & biological research • Delaware
Second Amended and Restated Stockholders Agreement SUPERCONDUCTOR TECHNOLOGIES INC. SECOND AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT This Second Amended and Restated Stockholder Rights Agreement (the "Agreement") is made as of February 26,...Stockholders Agreement • March 16th, 1999 • Hillman Co • Services-commercial physical & biological research • California
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement ("Agreement"), dated as of February 26, 1999, by and among Superconductor Technologies Inc., a Delaware corporation, with its headquarters...Registration Rights Agreement • March 16th, 1999 • Hillman Co • Services-commercial physical & biological research • Delaware
Exhibit 3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 2,1998, by and among Superconductor Technologies Inc., a Delaware corporation, with its headquarters located at 460 Ward Drive, Suite F,...Registration Rights Agreement • September 14th, 1998 • Hillman Co • Services-commercial physical & biological research • Delaware
Securities Purchase Agreement This Securities Purchase Agreement (this "Agreement"), dated as of January 4, 2000 is entered into by and between Wilmington Securities, Inc., with an address at 824 Market Street, Suite 900, Wilmington, Delaware, 19801...Securities Purchase Agreement • March 6th, 2000 • Hillman Co • Services-commercial physical & biological research • California
Exhibit 4 SUPERCONDUCTOR TECHNOLOGIES INC. THIRD AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT This Third Amended and Restated Stockholder Rights Agreement (the "Agreement") is made as of June __, 1999 between Superconductor Technologies Inc., a...Stockholder Rights Agreement • July 8th, 1999 • Hillman Co • Services-commercial physical & biological research • California
EXHIBIT 2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement"), dated as of December 31, 1998 is entered into by and between Juliet Challenger, Inc., a Delaware corporation with an office at 824 Market Street, Suite 900,...Securities Purchase Agreement • January 19th, 1999 • Hillman Co • In vitro & in vivo diagnostic substances • Delaware
SUPERCONDUCTOR. TECHNOLOGIES, INC. SERIES C PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES C PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is made as of March 5, 1999 by and among Superconductor Technologies Inc., a Delaware corporation (the...Series C Preferred Stock Purchase Agreement • March 16th, 1999 • Hillman Co • Services-commercial physical & biological research • Delaware
